0001104659-21-117939 Sample Contracts

INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • September 21st, 2021 • Massmutual Premier Funds • Massachusetts

This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between Thompson, Siegel & Walmsley LLC (the “Subadviser”) and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), for the MassMutual International Equity Fund (the “Fund”), a series of MassMutual Premier Funds (the “Trust”), a Massachusetts business trust which is an open-end management investment company registered as such with the Securities and Exchange Commission (the “Commission”) pursuant to the Investment Company Act of 1940, as amended (the “Act”), effective as of the 22nd day of July, 2021.

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SUB-SUB-ADVISORY AGREEMENT
Sub-Sub-Advisory Agreement • September 21st, 2021 • Massmutual Premier Funds • Massachusetts

This SUB-SUB-ADVISORY AGREEMENT, dated as of May 1, 2021 (the “Agreement”), is made by and between BARINGS LLC, a Delaware limited liability company (the “Sub-Adviser”), and BARING INTERNATIONAL INVESTMENT LIMITED, a private limited company incorporated under the laws of England and Wales (the “Sub-Sub-Adviser”).

Schedule VII.A
Massmutual Premier Funds • September 21st, 2021

This Schedule VII.A is effective as of August 10, 2021 and shall supersede any previous version of Schedule VII.A executed by the parties hereto in relation to the Agreement and shall form part of Annex VII to the Agreement as a new Schedule VII.A.

AMENDMENT NUMBER 4 TO SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • September 21st, 2021 • Massmutual Premier Funds

This Amendment to the Sub-Administration Agreement (the “Amendment”) is made as of April 19, 2021 and effective as of November 1, 2020 by and between MML Investment Advisers, LLC (the “Administrator”) and State Street Bank and Trust Company, a Massachusetts trust company (the “Sub-Administrator”).

FORM OF SIXTH AMENDMENT TO AMENDED, RESTATED AND CONSOLIDATED CUSTODIAN AGREEMENT
Custodian Agreement • September 21st, 2021 • Massmutual Premier Funds

This amendment, dated [ ], 2021 and effective with respect to the MassMutual Advantage Funds and each of its current series, MassMutual Emerging Markets Debt Blended Total Return Fund, MassMutual Global Credit Income Opportunities Fund, MassMutual Global Emerging Markets Equity Fund, and MassMutual Global Floating Rate Fund, only upon State Street Bank and Trust Company taking custody of its assets, is made to the AMENDED, RESTATED AND CONSOLIDATED CUSTODIAN AGREEMENT, dated as of January 1, 2008, as it may be amended, supplemented, restated or otherwise modified from time to time, by and among each open-end management investment company or other fund identified on the signature page hereto (each, a “Fund”), and STATE STREET BANK AND TRUST COMPANY (“State Street” or the “Bank”) (the “Consolidated Agreement”). Capitalized terms not defined herein have the meanings ascribed to them in the Consolidated Agreement.

FORM OF AMENDMENT DATED [ ], 2021 TO AMENDED AND RESTATED ADMINISTRATIVE AND SHAREHOLDER SERVICES AGREEMENT for MassMutual Premier Funds
Administrative and Shareholder Services Agreement • September 21st, 2021 • Massmutual Premier Funds

WHEREAS, MassMutual Premier Funds (the “Trust”) on behalf of each of its series listed on Exhibit B thereto (each a “Fund”) and MML Investment Advisers, LLC (the “Manager”) have entered into an Amended and Restated Administrative and Shareholder Services Agreement dated as of April 1, 2014 (the “Agreement”).

EIGHTEENTH AMENDMENT TO THE SECOND AMENDED AND RESTATED SECURITIES LENDING AGENCY AGREEMENT BETWEEN MASSMUTUAL SELECT FUNDS, MASSMUTUAL PREMIER FUNDS, MML SERIES INVESTMENT FUND, and MML SERIES INVESTMENT FUND II ON BEHALF OF THEIR RESPECTIVE...
Securities Lending Agency Agreement • September 21st, 2021 • Massmutual Premier Funds • Massachusetts

This Eighteenth Amendment (this "Amendment") dated May 1, 2021 is between each of MASSMUTUAL SELECT FUNDS, MASSMUTUAL PREMIER FUNDS, MML SERIES INVESTMENT FUND, and MML SERIES INVESTMENT FUND II on behalf of their respective individual series listed on Schedule A to the Agreement (as defined below), which may be amended from time to time, (each a “Fund” or “Lender” hereunder) and STATE STREET BANK AND TRUST COMPANY, a trust company organized and existing under the laws of the Commonwealth of Massachusetts (the “Bank”) acting either directly or through its subsidiaries or affiliates.

AMENDMENT TWO DATED MAY 1, 2021 TO INVESTMENT SUB-ADVISORY AGREEMENT for MassMutual Diversified Bond Fund
Sub-Advisory Agreement • September 21st, 2021 • Massmutual Premier Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and Babson Capital Management LLC (now known as Barings LLC) (the “Sub-Adviser”) entered into an Investment Sub-Advisory Agreement (the “Agreement”), effective as of October 29, 2004, as amended, relating to the MassMutual Premier Diversified Bond Fund (now known as MassMutual Diversified Bond Fund) (the “Fund”); and

AMENDMENT TWO DATED MAY 1, 2021 TO INVESTMENT SUB-ADVISORY AGREEMENT for MassMutual Core Bond Fund
Sub-Advisory Agreement • September 21st, 2021 • Massmutual Premier Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and Babson Capital Management LLC (now known as Barings LLC) (the “Sub-Adviser”) entered into an Investment Sub-Advisory Agreement (the “Agreement”), effective as of October 29, 2004, as amended, relating to the MassMutual Premier Core Bond Fund (now known as MassMutual Core Bond Fund) (the “Fund”); and

AMENDMENT TWO DATED MAY 1, 2021 TO INVESTMENT SUB-ADVISORY AGREEMENT for MassMutual Short-Duration Bond Fund
Sub-Advisory Agreement • September 21st, 2021 • Massmutual Premier Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and Babson Capital Management LLC (now known as Barings LLC) (the “Sub-Adviser”) entered into an Investment Sub-Advisory Agreement (the “Agreement”), effective as of October 29, 2004, as amended, relating to the MassMutual Premier Short-Duration Bond Fund (now known as MassMutual Short-Duration Bond Fund) (the “Fund”); and

FORM OF EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • September 21st, 2021 • Massmutual Premier Funds

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is between MML Investment Advisers, LLC, a Delaware limited liability company (the “Manager”), and MassMutual Premier Funds, a Massachusetts business trust (the “Trust”), effective as of the [ ] day of [ ], 2021.

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • September 21st, 2021 • Massmutual Premier Funds

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is between MML Investment Advisers, LLC, a Delaware limited liability company (the “Manager”), and MassMutual Premier Funds, a Massachusetts business trust (the “Trust”), effective as of the 1st day of July, 2021.

Appendix A
Appendix A • September 21st, 2021 • Massmutual Premier Funds

As of May 1, 2021, this Appendix A forms a part of the Amended, Restated, and Consolidated Delegation Agreement dated as of January 1, 2008, as amended (the “Consolidated Agreement”) between State Street Bank and Trust Company, the MassMutual Select Cayman Global Allocation Fund I, Ltd., and each of the MassMutual Select Funds, MassMutual Premier Funds, MML Series Investment Fund and MML Series Investment Fund II. As of May 1, 2021, this Appendix A supersedes any previous versions of said Appendix.

AMENDMENT TWO DATED MAY 1, 2021 TO INVESTMENT SUB-ADVISORY AGREEMENT for MassMutual Inflation-Protected and Income Fund
Sub-Advisory Agreement • September 21st, 2021 • Massmutual Premier Funds

WHEREAS, Massachusetts Mutual Life Insurance Company (“MassMutual”) and Babson Capital Management LLC (now known as Barings LLC) (the “Sub-Adviser”) entered into an Investment Sub-Advisory Agreement (the “Agreement”), effective as of October 29, 2004, as amended, relating to the MassMutual Premier Inflation-Protected Bond Fund (now known as MassMutual Inflation-Protected and Income Fund) (the “Fund”); and

Appendix A
Appendix A • September 21st, 2021 • Massmutual Premier Funds

As of May 1, 2021, this Appendix A forms a part of the Amended, Restated and Consolidated Custodian Agreement dated as of January 1, 2008, as amended (the “Consolidated Agreement”) between State Street Bank and Trust Company, the MassMutual Select Cayman Global Allocation Fund I, Ltd., and each of the MassMutual Select Funds, MassMutual Premier Funds, MML Series Investment Fund and MML Series Investment Fund II. As of May 1, 2021, this Appendix A supersedes any previous versions of said Appendix.

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